Trizetto Grp. (MM) (NASDAQ:TZIX)
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The TriZetto Group, Inc. (NASDAQ: TZIX) announced today that the
Delaware Court of Chancery vacated its earlier order preliminarily
enjoining TriZetto from allowing any vote by TriZetto’s
stockholders upon a proposal to approve the merger pursuant to which
TriZetto will become a wholly-owned subsidiary of TZ Holdings, L.P., an
entity that is majority-owned by Apax Partners L.P. The preliminary
injunction was vacated based upon TriZetto’s
agreement to provide additional disclosures in its proxy materials
regarding the potential financial benefits of the merger to UBS
Securities LLC, TriZetto's financial advisor. The additional disclosure
materials have been filed with the Securities and Exchange Commission
(SEC) and are being mailed to the stockholders, clearing the way for the
stockholder vote on the proposed merger.
The special meeting of stockholders called to vote on the merger was
convened as scheduled on June 30, 2008, but as a result of the
injunction was adjourned until July 14, 2008, at 10:00 a.m., local time,
at The Island Hotel Newport Beach, 690 Newport Center Drive, Newport
Beach, California 92660.
Important Information
TriZetto filed a definitive proxy statement in connection with its 2008
Special Meeting of Stockholders with the SEC on May 27, 2008. TriZetto
also filed additional definitive materials with the SEC on July 2, 2008.
TriZetto stockholders are urged to read the proxy statement and the
definitive additional materials filed by TriZetto carefully as they
contain important information regarding this vote. Proxy statements were
mailed to stockholders on May 30, 2008. The additional definitive
materials were mailed to stockholders on or about July 3, 2008. The
proxy statement and other relevant documents filed with the SEC are also
available at no cost on the SEC’s Web site at www.sec.gov,
as well as TriZetto’s Web site at www.trizetto.com.
Hardcopies may also be obtained free of charge from TriZetto by
contacting Brad Samson, vice president of investor relations at
949-719-2220. Stockholders may also contact Morrow & Co. with questions
or requests for additional copies of the proxy materials by calling
toll-free 800-607-0088, or by e-mail at TriZetto.info@morrowco.com.
TriZetto and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from TriZetto’s
stockholders with respect to the transactions contemplated by the
definitive merger agreement among TZ Holdings, TZ Merger Sub and
TriZetto. Information regarding TriZetto’s
directors and executive officers is contained in TriZetto’s
definitive proxy statement filed on May 27, 2008.
About TriZetto
TriZetto is Powering Integrated Healthcare Management™.
With its technology touching nearly half of the U.S. insured population,
TriZetto is uniquely positioned to drive the convergence of health
benefit administration, care management and constituent engagement. The
company provides premier information technology solutions that enable
payers and other constituents in the healthcare supply chain to improve
the coordination of benefits and care for healthcare consumers.
Healthcare payers include national and regional health insurance plans,
and benefits administrators that provide transaction services to
self-insured employer groups. The company’s
payer-focused information technology offerings include enterprise and
component software, hosting and business process outsourcing services,
and consulting. Headquartered in Newport Beach, Calif., TriZetto can be
reached at 949-719-2200 or at www.trizetto.com.
Important Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements that involve
risks and uncertainties. The forward-looking statements are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements may
include statements about future revenue, profits, cash flows and
financial results, the market for TriZetto’s
services, future service offerings, change of control, industry trends,
client and partner relationships, TriZetto’s
operational capabilities, future financial structure, uses of cash,
anticipated dilution or accretion of acquisitions or proposed
transactions. Actual results may differ materially from those stated in
any forward-looking statements based on a number of factors, including
the ability of TriZetto to successfully integrate the businesses of
TriZetto and its acquisitions or partners; the contributions of
acquisitions to TriZetto’s operating results;
the effectiveness of TriZetto’s
implementation of its business plan, the market’s
acceptance of TriZetto’s new and existing
products and services, the timing of new bookings, risks associated with
management of growth, reliance on third parties to supply key components
of TriZetto’s services, attraction and
retention of employees, variability of quarterly operating results,
competitive factors, other risks associated with acquisitions, changes
in demand for third party products or solutions which form the basis of
TriZetto’s service and product offerings,
financial stability of TriZetto’s customers,
the ability of TriZetto to meet its contractual obligations to
customers, including service level and disaster recovery commitments,
changes in government laws and regulations; risks associated with
rapidly changing technology; and the risk that TriZetto’s
proposed acquisition by Apax Partners is not consummated; as well as the
other risks identified in TriZetto’s SEC
filings, including, but not limited to, its annual report on Form 10-K
and quarterly reports on Form 10-Q, copies of which may be obtained by
contacting TriZetto’s Investor Relations
department at 949-719-2225 or at TriZetto’s
web site at www.trizetto.com. All
information in this release is as of July 3, 2008. TriZetto undertakes
no duty to update any forward-looking statement to conform the statement
to actual results or changes in the company’s
expectations.